It's a Beautiful Life
by JaneScarlett
Summary: The TARDIS landed with a bump, and Clara waited for him to open the doors, not knowing what would greet them. The plane had been confusingly terrifying, the market on Akhaten amazing... but this time, on their third adventure together, she didn't know what to expect. After all, what should a girl of the 21st century expect from a colony from the 51st?
1. Chapter 1

_This story is written to take place between Rings of Akhaten and Cold War._

_Written for the dw-secret-santa ficathon; recipient: whoufflethroughtime; requested characters: 11/Clara_

**Disclaimer: Doctor Who is owned by the BBC... obviously.**

* * *

In the aftermath of Akhaten, it seemed that there were rules to follow about traveling with Clara... which rankled at the Doctor because he'd never _needed_ rules with his companions before.

Well, alright. For years and years, there hadbeen the primary one. _Don't wander off._

Still. That was -despite how he'd always phrased it- more of a suggestion. (Especially as no one ever bothered to follow it.)

But now. New companion and with her, new rules; and he'd be lying if he didn't say they were killing his enjoyment a little.

Rule #1. _Clara was simply Clara; and not whoever she reminded him of_. He was trying to be a good sport about that one, if only because he had a feeling it wouldn't do any good to admit that the person she reminded him of was... well, herself.

And then rule #2. _He had to understand she had commitments, and that their travel arrangements were at her convenience.  
_  
That one he was having a lot of trouble coming to terms with.

"I can't just leave," Clara said again, for what she suspected might have been the fiftieth time that half-hour. She crossed her arms, leaning against the railings of the console as she tried, earnestly tried to make him understand.

"Do people really do that around you?" she asked curiously. "Just run off across the Universe when you ask?

"Because I can't," she continued when it was clear he wasn't going to say anything, "just pack up and go! Do you expect me to tell everyone 'I'm off for a while, don't know when I'll be back'?"

_Ah_, the Doctor thought. This was the conversation he was more used to having.

"You don't exactly have to tell them, Clara. Weren't you listening when I said _Time Machine_? You can be back minutes after you've left. And, you don't even have to pack!" He waved his arm, gesturing toward the stairs. "There's an entire wardrobe back there… mind you, I'm not sure where it's got to these days. But it's there! Clothes for every occasion! And on board we've got bathrooms and bedrooms and kitchens and squash courts and even a pool...

"Though," he frowned, "come to think of it, I'm not sure where that's gotten to either.

"Still. You can stay here, none of that back and forth-ing. Anywhere you want to go, at any time...?"

Clara groaned, feeling herself weaken. She _could_. She'd always wanted to travel. Forget 101 places to see; with time and space at her disposal, just imagine the book she could create…

"I have responsibilities…" Clara said faintly as the Doctor gave her a hopeful grin. She shook herself. No use sounding so feeble about it.

"I have things to do," she continued, pleased that her voice didn't waver. "Things I've chosen to do, at the expense of others I might have preferred… Commitments, Doctor. Surely you understand that, don't you? Even you must have responsibilities of your own?"

"No," he answered swiftly. "I don't. No responsibilities, Clara. Nothing I have to do. I can see the world, run off anytime I choose."

_How strange_, Clara found herself thinking. _His phrasing. His adamant statement that he has no ties; because he's lying, he must be. Everyone has something_…

"No job?" she asked. "Bills… family… friends, even?"

The Doctor shook his head, not quite meeting her eyes.

"Not since… not for a while. Nothing and no one, except seeing what the Universe has to offer."

She nodded, mentally digesting what he'd said. There was an intoxicating sense of freedom in that. Intoxicating and mildly terrifying.

"Well," Clara said, "I'm not like that. And I can't make a decision about staying on board right now… so how about we discuss all of this later?" She smiled at him, cheeks dimpling.

"Come on, Doctor. The kids are out, I've got free time… and you keep offering the stars, but all I've seen today is the inside of your snog box."

"Space ship!" he corrected automatically, his face faintly pink. "I don't snog people in here-" the colour of his cheeks deepened until he looked like nothing more than a tomato with hair. "I mean I haven't... a long time ago there was-"

Clara raised an eyebrow, a mocking smirk on her lips; and the Doctor finally stopped talking, turning to fiddle with the console, scrutinizing the monitor before clearing his throat.

"Alright!" He sounded cheerful enough, but there was a tiny edge in his voice. If she didn't know better, she'd think he sounded sad.

"I promised the stars, hmm? Let's see what they can deliver."

They landed with a bump, and she waited for him to open the doors. She always waited. This was his adventure to share with her, and she just couldn't be so forward as to fling them open herself.

Plus, despite the excitement, a little part of her worried. What could be outside? The plane had been confusingly terrifying, the market on Akhaten amazing... But she just didn't know what could be out there this time. If she'd like it.

So she held back. Let him dance before her, open the doors with a flourish before she peeked out to see what he was offering this time.

Earth.

Clara stepped outside, feeling slightly disappointed. All around her: houses, buildings, parked cars. Ordinary concrete streets and ordinary sidewalks complete with fenced-in, potted trees.

"We're in..." She cast her eyes around, trying desperately to find hints to their location, but she couldn't even see any street signs to give her a clue on language. The Doctor grinned at her discomfiture.

"Wrong architecture to be London... Prague, maybe? No; Vienna."

He shook his head.

"Well, it's a city," she said defensively. "On Earth."

"One out of three, Clara. Not bad."

She grimaced. "Doctor, getting one correct out of three is terrible."

"Well..." He shrugged. "Alright. Yes, it is."

It was annoying when he thought he could patronize her. "Well then," she said, tilting her head back to look straight into his eyes. "If you're such a clever boy, then tell me. Where are we?"

"You think I'm clever?" The Doctor straightened his bowtie, attempting a lofty expression. "I suppose I am. And this isn't Earth," he continued cheerfully, taking her arm. "Earth-like atmosphere and culture. Architecture based on Vienna, actually."

"At least I guessed that part correct," Clara mumbled.

"Funny thing about colonies. They always went to find a new home, to free themselves of the prejudices of the past and start over; and yet their Capital cities were always designed with a certain nostalgia for the old world. This one is called Neu Wien."

"Nooveen?" Clara asked absently, swivelling her head right and left, taking in the sights.

"New Vienna, I suppose you'd say. They kept a lot the same… museums, churches… even the Parliament buildings, which would be-" Clara watched him, fascinated and ever-so-slightly disgusted as he licked one finger, holding it up in the air like a barometer before spinning them around to walk in the other direction.

"Over there!"

"We were walking in the wrong direction?"

"Scenic route. Anyway," he grinned at her, "enough on architecture. Welcome to Shonslebn, which was founded by one of the later colonies to leave Earth."

"Shons-" Clara wrinkled her nose, trying to make her tongue behave to pronounce the name. If she was going to visit a new place, she might as well be able to say it.

"Shonslebn. Language shift. Used to be Schoenes Leben –beautiful life- but that was quite a mouthful for the colonists to keep saying. Tried abbreviating it to Schoenes, then to Leben, but finally-"he shrugged, "as I said. Language shift. Not as bad a planet name as it could be, though. I've heard some doozies before."

"You know what they used to call themselves before? Is this," Clara asked, "another place you brought your granddaughter to?"

His smile faded slightly. "No. But someone I knew a long time ago, Doctor Song, helped to organize their transport here back in the 51st century. They were fellow professors and their families, educated people seeking a better way of life. An ideal place to belong...

"Well," he smiled ruefully, "they always try, don't they? All colonies, every time or species had the same idea. Setting out to seek a brave new world."

"Did they manage it? The...Shonslebns?" She stumbled over the name, but he nodded so obviously it was correct.

"Because this looks just the same as Earth. _My_ Earth, I mean. I thought that if they're a colony from the-" she paused, trying to come to terms with the idea of people from thirty centuries after she'd been alive, "-51st century, they'd have flying cars already or people would have developed wings or teleports..." Her voice faded when she looked up at the Doctor to see his shoulders shaking slightly with laughter.

"You've seen this," Clara snapped warningly. "But it's all new to me. How do I know that future humans don't turn into...winged beasts!"

"Trust me," the Doctor chuckled. "That won't happen in the correct timeline. No, you humans stay all human-y until the end. Same basic shape. Same basic limitations and strengths. Yes, some of you intermarry to create a wealth of subspecies. Human-tree hybrids, a very short mushroom race... Oh, and there are a surprising number of fish-people on other planets..."

Clara stared at him, mouth gaping slightly and eyes wide. Fungus-folk and space mermaids? He might have been teasing... but no, he kept talking, throwing out alien names of places and people. Probably not kidding then.

"So," she interrupted, cutting across his monologue, "we're here in Shonslebn to see..."

"Why do we need something specific to see?" The Doctor beamed at her, squeezing her arm in excitement. "That's the fun of this, of travelling anywhere in time or space. We can see anything. Do anything!"

The problem was, there didn't seem much to see or do. Future human colony or not, prowling around what looked like a replica of a 21st century Earth was incredibly boring. Especially as there were no people. Clara stifled a yawn as the Doctor pulled out his screwdriver, scanning for life forms.

"It says," he muttered, squinting at the display, "that almost everyone is in the town square. Maybe it's a celebration? I love a good party..."

However it wasn't a celebration, or a party.

More of a lynch mob; albeit a quiet one. But Clara could feel the tension building, could hear the whispers among the crowd; of which a few members burst into sudden jeers when the people parted to reveal a skinny teenaged boy with wild eyes, hands bound by a length of rope being led toward to Hall of Justice by a plump, supercilious magistrate.

"Traitor!"

"No-good child! Belongs on the Scrap Heap!"

Clara cringed at the anger in the voices around them. "Not a party, then," she said flatly. Ahead of her the boy trudged unwillingly forward, head bowed at the unceasing verbal abuse being shouted in his direction; and her heart ached for him.

"Not at all," the Doctor agreed. "Angry mob, unpleasant stares...straight off my Christmas list, but he looks like he's found himself in a prickly situation."

"Wouldn't you be?" she burst out? "If you were him?"

The Doctor gave her a surprisingly level stare. "I've been in my share of bad situations, Clara."

"And you always made it out, didn't you? And that's why you're being so ..." She stopped herself, not sure if she should say the words that teetered on the tip of her tongue. _So alien_. He'd said he was a thousand years old with two hearts and twenty-seven brains; but his reaction at seeing that boy looking so helpless, so terrified...

Maybe she'd expected him to have more humanity than he possessed.

"So… calm," she faltered. "You're being very calm."

"Of course I always made it out," he answered absently, rummaging into his pocket until he produced his screwdriver, flipped between his fingers to casually flick through settings. "Because-" he pressed a button so that it made a high squeaky sound, then proceeded to fiddle with it some more, "sometimes it helps to be calm. Especially if all you need to get out of a sticky situation is a bit of ..."

He turned swiftly, Clara's hand falling from his arm as he aimed the sonic at a row of nearby street lamps, and the entire set ignited in a flash of sparks.

"Help!" he finished triumphantly, turning to grin at her over the shrieks of the crowd already shoving at them to get away from the pyrotechnic display he'd unleashed.

"Help," she echoed back, fighting to stay by his side. "So the boy?"

"Untied. Already running away." He sounded smug.

"But what if someone saw you do –whatever you just did- with your screwdriver?"

The Doctor scoffed. "No one saw that! Anyway, who would connect that with me?"

But he was wrong. Clara knew it an instant later. Not too far away from them, standing outside the Hall of Justice was a short figure swathed in a dark robe; and as she watched the person turned in their direction, snapped their fingers and a slew of police came toward them.

"Doctor," she hissed urgently. His attention was on the lights, on the gold and blue and red sparks still flying heedlessly into the air.

"I should recalibrate setting 93," he muttered to himself. "They shouldn't still be doing that."

"Doctor," Clara said, her voice louder. She might not have even been there, for all the attention he was paying her. "Listen! I think someone saw you, and the police are-"

She didn't have the time to finish her sentence, because two things happened, all at once.

One lamp burst merrily into flame and the crowd gasped, moving in a massive surge away from it.

And the police had reached the Doctor's side, muscling their way through the shrieking mob to grip him, one on each arm.

"I'm afraid you're going to have to come with us," Clara heard one of them say as they frog-marched him along between them. She tried to grab for his hand to join him wherever he was going, to pull him away; but there were already too many people between them.

"No," she whispered, hand still outstretched toward him. "No, come back. Doctor! _Doctor_!"

He turned his head, giving her a reassuring smile and mouthing something at her. It could have been _it's alright_, or _don't worry_ or even_ I'll meet you back at the TARDIS_. She couldn't be sure, because the people around her were too tall, or she was too short ... All she knew was that she couldn't fight against the surge of panicked humanity that carried her away, and soon she couldn't see him at all.


	2. Chapter 2

Clara wondered, idly, if she'd ever been so lost in all her life. That Bank Holiday when she was six paled in comparison, especially because she knew that here on an alien planet of the future -with the only person she knew far, far away and possibly still in police custody- the hope of someone finding her was particularly slim.

Still, appearances are everything. She lifted her head, tucked her hair behind her ears as she took deep breath after deep breath, trying to seem in control. Walked purposefully down one street, turned to the left to walk up another that twisted and turned until she ended up back in the town square. The street lamp still burned, defying spray from the local fire fighter's truck; and the people left behind were calmer, more of the state of mind to wonder what could have happened, rather than terrified.

But the Doctor was nowhere to be seen. Clara spun in a circle, eyes darting right and left as she looked for a gangly figure in a purple coat, a shock of dark hair and cheerful grin.

He wasn't there. Her calm fractured and she began to run, skirting around the milling people. She couldn't even trust her voice to call out for him; in fact the only sounds she was capable of making were tiny grunting wheezes, which escalated alarmingly into dry sobs and were well on their way to becoming a full-blown panic attack when she ran into someone. Literally ran into them; her head butting against their shoulder, her hands scrabbling for purchase against the fabric of their coat.

"Watch out, why don't you?"

"Sorry!" Clara apologised, skipping backwards. "I didn't mean to – wait, it's you!"

It was the boy, the one she'd seen moments before tied up and walking to apparent doom. Close up, she realised, he was older than she'd thought. Probably early twenties, certainly much closer to her age than to childhood. He backed away from her, his face worried.

"No, wait!" Clara said. "I'm not dangerous. I won't call for the police, or anything. I'm a friend of the person who helped you."

He scowled. "I don't know what you mean. No one helped me."

"No," she corrected. "Someone did. My friend untied your rope and set off the streetlamps to create a diversion. Scout's honour," she said, eyes widening at his suspicious look. "If you still have the Scouts here, I mean."

"We don't."

"Sorry; I'm not local."

"Clearly." He stared at her; and Clara raised her chin in a show of defiance.

"I still promise, I won't tell anyone that I've seen you. I'm looking for my friend, and then," she shivered, "I think I'm ready to go home."

He was watching her, his eyes slightly less suspicious. "Where is home for you, then?"

"Far away?"

"Are you telling me, or asking?"

"Both?"

He shook his head, managing a slight smile. "You sound confused."

"Maybe just a bit overwhelmed."

He shrugged. "Happens to everyone. Part of life; real life, anyway. I'm Matthieu."

"Clara."

"Good luck finding your way home," Matthieu said. "And thank your friend for me, if he really did help me escape. I'm grateful."

"I'll tell him," Clara promised. "When I find him. If I find him. I have to find him." The last was said with a hint of desperation.

Matthieu's face was full of pity, and he put his hand tentatively on her arm. "I'm sure you will…just retrace your steps. Where was the last place you saw him?"

"Here. The police took him, I don't know where, I don't even know why; no, that's not true. Vandalism of the streetlamps, I'm sure."

"The police." Matthieu sighed, rubbing his hand over his eyes. "You're sure it was the police."

"I might not be from around here, but I think I know police when I see them."

He gave a dry little chuckle. "Has anyone ever told you that you're cute when you're tetchy?"

"Has anyone ever told you that there is a time to flirt with strangers, but it's not when they're alone and maybe a little lost and definitely getting upset?"

Matthieu laughed outright at that. "No," he said, a grin on his face, "can't say as anyone has before. Alright, maybe I can help you. Seems that if your friend got me free, then I owe him –and by extension, _you-_ a favour. I know someone in the police that I can ask what happened.

"But," he added, seeing her face light up, "we'll have to go somewhere else before I can get a message to him; can't stay here and risk anyone seeing me."

Clara hesitated. "I've just met you, and you're asking me to run off to some private location so you can do me a favour?"

He grimaced. "Sounds a bit dodgy, when you use those words. Didn't mean it like that."

"Apparently no one does," she murmured. "Suppose at least _you_ don't travel with your own snog box."

He was staring at her like she'd lost the plot somewhere. "Snog box?"

"My friend, he's got this… oh," Clara sighed. "Never mind. Too hard to explain. I don't even know your last name, though. Matthieu… what?"

"Knowing my last name would make you trust me?

She hesitated, again. It wouldn't. The thing was, she really didn't trust people. Not like that, not without knowing anything about them, possible reasons why they might help her.

_Don't talk to strangers._ Is there any child, growing up anywhere in any time who has been told differently? _Yes; trust strangers, tell them your life story, take their candy and follow them when they say they know a safe place to hide._

She didn't think so. Not even in a future human colony.

Still, there was something in Matthieu's face. More accurately, his eyes. Sadness and loss and fear and strength and humour. It reminded her of the Doctor; and it was what she thought she could read in his eyes that made her trust _him._

"Riedl." His voice was quiet, almost expectant. As though he thought she should have anticipated it. "Matthieu Riedl." He held out his hand to her, and she slowly stretched her own forward so she could slide her fingers into his.

"Alright," she said. "Matthieu Riedl. Lead on."

There were a lot of side streets in Neu Wien, and Clara reckoned she saw each and every one as she trailed behind Matthieu; zigzagging through Districts one and two, walking a broad circle to bring them around District six, then slanting right until they stopped outside a bustling café on the outskirts of District eight. She squinted at sign: a golden wolf with sad, human-looking dark eyes.

"Is these where we're going?" she asked curiously. "Boese wolf?"

"Vulf," Matthieu corrected. "If you don't mind me saying, sometimes you speak in a very funny accent. Anyway," his face was tense, "that's us, our headquarters. I hope they won't mind that I've brought company."

It was warm inside the café with a homey, friendly bustle to the staff and clientele; and Clara sniffed the air appreciatively, taking in the smells of chocolate and coffee and cinnamon and pastry along with snatches of conversation from the tables they passed.

"I tell you," she heard one woman say, "I wasn't surprised that Isabel Appraised as a veterinarian."

"Of course not," her companion answered. "Not with how she always felt about animals! You can always tell, even before the Verstand, about your own children. **I** knew Jesse would be an plumber the first time he stuck his head in the-"

It was a pity that Matthieu picked just that moment to tug Clara's hand, pulling her towards a small table hidden in the back of the cafe, and she missed the last words of that conversation. (Then again, she reflected, maybe some things transcended time and she really didn't need confirmation as to where Jesse had gotten stuck.)

In comparison to the rest of the chatty, friendly cafe, the table she was standing in front of was tense and silent. Half a dozen people somberly ignoring each other; until one looked up to catch sight of them. A woman in her thirties with a thin worried face and short brown hair threw herself out of her seat, hugging Matthieu tight.

"We thought we'd lost you." She pulled back, scrutinizing his face. "Don't you know? The rule is: _don't get caught._"

"Don't fuss." Matthieu rolled his eyes, the fond smile on his lips belying his words. "I'm fine, Maisie. I got lucky. A friend helped me out."

"A friend? Oh, I see." The woman glanced over at Clara, raising her eyebrows with a faintly disapproving air. Matthieu sighed.

"Mais, this is Clara. Her friend created a diversion so I could escape; but was arrested. I said I'd help her find him. Clara, this is my sister. Maisie."

Even without his explaining the familial relationship, she could have guessed. There was a decided resemblance, Clara thought. The same brown hair, high cheekbones and finely shaped lips. Even the same long-lashed eyes. The difference was that Matthieu's were a shade of fine crystalline blue seemed to sparkle with a hint of humour; and Maisie's were green, alight with distrust and suspicion.

"Nice to meet you," Clara said, politely holding out her hand. Maisie ignored it.

"You brought some stranger here? How do you know she's not working for…_them_?"

He shrugged. "She's not. I trust her."

"Where is your head, little brother? Pretty girls can be spies too, you know."

"And sometimes," Clara snapped, "they can be exactly who they say they are. Look; I didn't ask for him to bring me here. I didn't ask to come to your world altogether; but the Doctor brought me, and then tried to help Matthieu, and now I'm stranded…"

Her voice faded at the dismayed glances and silence from the table members; and even from Matthieu himself.

"You never said," he muttered, "that your friend was a doctor."

"Not _a_ doctor," she corrected. "_The_ Doctor."

"Does the article matters that much?" Maisie spit out. "He's still a _doctor_." There was a certain amount of venom injected into the title, and Clara flinched.

"Let me guess," another man said, seemingly as annoyed as all the rest. "He always says he's here to help."

"He… no. He doesn't say that. I mean," Clara amended, "he does help. He's actually rather clever, no matter how he looks. But he doesn't really say that he'll do it. He just does."

"I bet," one of the women sighed, "that he's one of those do-gooders who really just relies on shock treatments for the mild cases, but doesn't disdain the Scrap Heap."

Clara was getting angry. "He's not like that. The Doctor is…" she paused, searching for the right word.

"Weird." Definitely not the correct one to have used; now instead of distrust, they were all regarding her with confusion.'

"He's sort of strangely enthusiastic. Thinks he's cooler than he is and dresses like he's from another world; but at the same time he's… interesting. And he cares. He doesn't walk away if people need help."

Maisie pursed her lips, opening her mouth to say something that Clara could just tell was going to be rude or scathing; but Matthieu beat her to it.

"How's about," he asked mildly, "we believe that Clara is who she says she is, and her friend is harmless? He still helped me; and fair is fair. If he was arrested because of me, we should help get him out."

There was a faint grumbling around the table, but everyone nodded.

"I'll put in a call to Langbein," Maisie said, pulling out what looked like a large, clunky version of a mobile phone. "Ask him to check the cells."


	3. Chapter 3

The Doctor wasn't too worried when Clara disappeared from view.

Alright, he was a _little_ worried. But she was Clara Oswald! A girl he'd lost twice already, a girl he'd managed to find again in the 21st century of all places. He was sure he'd find her again now, even if a panicked crowd, a streetlamp on fire and a few police officers with very strong hands clasped around his forearms stood between them.

And in the meantime... Well. There was a tiny part of him that had expected the cells under the Hall of Justice. But no; he'd been taken instead to a large room, scrupulously clean and casually opulent. There was an enormous computer taking up one corner of the room, and he wandered over to it. Ran his hands over the keyboard experimentally, peered up at the screen.

There was a small cough, and he spun around. There was a figure standing before him, and his eyes rapidly took in the precise shading of the dark robe, the edgings of purple on hem and sleeves.

Not the Governor then; someone even better. Governor Emeritus. He grinned.

"Doctor." It was a dry little voice, hardly more than a whisper. "Interfering, again?"

"Not me," he said cheerfully. "Just looking around. Seeing how you've redecorated."

"And do you like it?"

He shrugged. "Not really, no. I'm not fond of your computer systems."

"Oh?" There were unspoken realms of meaning contained in that one word, and he nodded.

"Seems there are some corruptions since the last time I was here. Some lines of script that don't belong, sub-categories missing from the Verstand, crowds shouting for the blood of an innocent boy..."

"I'm sure it's the missing sub-categories that upset you the most."

He couldn't help himself; he giggled. The figure glided toward him, shrugging off the robes of state to reveal a woman: tiny, gnarled and ancient.

"You've aged," he said, raising an eyebrow.

"And you haven't. Same Doctor. Same bowtie, even. How long has it been for you since last you were here?"

"I'm not sure," he hedged, fiddling with his lapels. "Five years?"

"Fifty," the woman corrected flatly. "At least. I've seen my grandchildren and great-grandchildren born since then."

"Well, you know how it is." The Doctor attempted a smile. "Things to see, places to run-"

"People to forget?"

He gulped. He'd not remembered that about her. Her directness, her frank open stare; so much like the person who had named her.

"Never you, Cleo."

She sniffed. "Flatterer. Come," she gestured him toward the chairs set up by the computer. "Sit with me. Talk with an old woman, the very last one who can remember the old days.

"Because I need your help, Doctor. We all do here; and I think you are the only one who can do it."

There was always something very sad to the Doctor about seeing people he'd known once as young and vibrant become -in the blink of an eye and the whoosh of the TARDIS- aged and frail. And this woman… he'd known her all her life. Literally. He'd been there during the expedition when her mother went into premature labour, and the expedition leader rolled her eyes (_Doctor, you can't deliver a baby with screwdriver!) _and stepped in to deliver the baby herself. He'd seen her on Earth as an infant wriggling in the arms of her godmother. (_No, Doctor, you do __not__ speak Baby. There is no such thing; and besides, she does not think my hair looks funny.)_

He remembered her as a chubby toddler wobbling around the grounds of the Luna University; a gangly teenager newly arrived on Shonslebn (back when it was still called by its lengthy, formal name), and a radiant woman with children of her own when she was named as Governor.

And it _hurt_, seeing her now. But it would hurt far more if he refused to listen to her.

In fact, he had a feeling that his –for lack of a better word– conscience would never stop yelling at him if he did.

* * *

Hot chocolate, Clara decided, was the cure for all ills. And especially Shonslebn 51st century hot chocolate. She took another sip, rolling it around on her tongue. It was thick -like drinking a pool of melted dark chocolate- and there was definitely cinnamon in there and a hint of vanilla, with something like chili providing a slight sear to the aftertaste.

Delicious, whatever it was. The Maitland kids would love it, and she made up her mind to ask the Doctor if he knew the recipe when she found him again.

She hadn't been listening while she sat at the table, nursing her drink. It had been a flurry of names and places that she hadn't known and subsequently tuned out; but suddenly, Clara picked up on the tension in everyone's voices.

"Well?" one of the men asked. "Did you manage it, Matthieu? The –" he cast a sidelong glance at Clara, "-mission?"

"Managed. And the –_object_–is safe."

"Who did you trust it to?"

"I'll tell you. Later. But trust me: it'll be there when we go back." He cast a sly conspiratorial wink around the table; and at the sight of that, Clara felt as though her heart dropped straight through to the bottom of her stomach.

"Are you all some sort of criminals?" she burst out suddenly. Every single person dropped their eyes, not meeting her panicked stare. "Talking about missions… something you've hidden. You're all thieves or something? Something… bad."

She was feeling, alarmingly, like an idiot for getting involved. For feeling sympathy for someone who looked helpless, for wanting the Doctor to help; perhaps even for getting into his ship…again.

Yes, she'd always wanted to travel; but there was nothing wrong with planes, Clara thought a little frantically. Good, solid 21st century planes. Or having a normal destination. She'd grown up reading about the Eiffel Tower, the Coliseum, the Empire State Building….

But no; she had to get into a wooden box with an alien to travel the Universe and get stranded in the future. With people who were possibly some sort of criminal aspect.

She must have been_ mad_.

"Do you know who we are?" Maisie asked, giving her a suspicious look.

"She wouldn't, Mais." Matthieu templed his fingers under his chin, leaning back in his chair and watching Clara. "She said she's not local, and she didn't even flinch when she heard my name."

"It'll matter if she turns us in to the police!" she said hotly.

"She promised not to."

"Um," Clara interrupted sweetly. "_She _–the cat's mother, apparently- promised not to, when _she _thought you were just a nice guy who was in trouble. But if you're –whatever you are! - well, I don't make promises to bad guys."

"We," Matthieu said, letting the chair settle back upright with a little thump, "are not the bad guys. That would be the government. And even they're not bad, as such."

Maisie snorted in contempt, and he sighed. "They're not. They're misguided, like a lot of governments are. Mismanaged."

"And you're going to lead a revolution of change?" Clara asked incredulously. "The seven of you?"

"Someone has to." He leaned toward her, blue eyes staring fearlessly into hers. "We've all got our reasons. And me, most of all."

"Why you? What makes you so special?"

"Because I'm…" Matthieu gave a graceful shrug, his eyes skipping away from hers. "I'm…"

"Because he's Erste." Maisie's voice was flat and unapologetic, though soft enough that the other café patrons wouldn't hear. "The leader, actually."

"The Erste? Is that a gang?"

There was silence before everyone at the table burst into loud guffaws of laughter, and Clara looked around, slightly crestfallen.

"I'm not local, alright?" she muttered. "I don't know your customs, and I don't know what you people are talking about."

"Ah." Matthieu wiped tears of laughter from his eyes, reaching out to pat her hand. "There's that cute tetchiness again. Still the wrong time to flirt?"

"Definitely," Clara bit out from between clenched teeth. His smile faded.

"Well then. I suppose I should answer your questions. The Erste are…" he sighed, "let me tell you first what we are not. Everyone is born with abilities, Clara. Things that are programmed into their DNA, that they will show an aptitude for. And here on Shonslebn, when you are seven, you are taken to the Verstand to be Appraised before you begin at the Schule. They discover your weaknesses and your strengths; and then over the next ten years you are trained to make the most of your abilities. Your profession is chosen for you. Even a selection of possible mates is provided, when you leave.

"You have arranged marriages?" Clara asked. "In the 51st century? Isn't that a bit… antiquated?"

"Most people don't think so," Maisie put in dryly. "And it's not like you've _no_ consideration. There still has to be some attraction, after all… but the government does provide you with a list of 25 possibilities filtered by age, profession and personality type, and you choose from there."

It was still a bit too much for Clara to wrap her head around. Having your life decided for you by the age of seven; your life-partner picked by the time you were seventeen.

"Brave new world," she murmured, more to herself than to anyone else. Matthieu had evidently heard her, because he gave a wry smile.

"Indeed," he agreed. "So that explains what most people are like here. But Erste are different. We're… undefined. Sometimes the Verstand can't assess us at all, if we have such equal levels of aptitude in too many fields that it can't fit us into a single category."

"So," Clara said, her features twisting into a perplexed frown, "you're telling me that you're good at everything."

He laughed. "Something like that. But in some cases, the training is wrong: just because you're capable of doing something doesn't mean that it really suits who you are."

"And which one of those were you?"

His eyes twinkled. "The former, of course."

"Bigger than average ego, too."

"You wound me, Clara."

"Still not the right time," Maisie said primly, but giving Clara a playful wink; and Clara found herself smiling back, thinking that Maisie looked a lot better without that worried, anxious look on her face.

"Thank you. So that's what the Erste are… but what happens to them? Uh… you lot? When you're not Appraisal-material?"

The smile faded right off Matthieu's face. "Sometimes parents realise, and they hide their children away. But if you're older and the administrators find you… well, it depends. Sometimes they call in the doctors, who try a variety of things. Shock treatments, behavioural modification therapy. But there are a lot who think that nothing will work on the terminal cases. And then, the person is put on the Scrap Heap."

She attempted a laugh, but it came out far more like a choked gurgle. "That sounds like some sort of cartoon prison. But it's not, is it? You mean they kill them?" Clara looked around at everyone at the table, all of whom were watching her with sober expressions. "That _is_ what you mean? If people don't fit in, then you kill them?"

"Sometimes," Matthieu said, watching her closely, "people escape. Or we stage rescue missions."

It was as though a light bulb appeared over her head. "Oh. I get it. _Missions_… like today?"


	4. Chapter 4

The Doctor sat patiently, waiting for Cleo to explain herself. It wasn't easy. He had a feeling (more than a feeling, if he was honest) that he wasn't going to like her story.

"It started," she began, "oh, I don't know how many years ago. But you know how our culture was set up."

He nodded. "Yes, I remember. The Gross Verstaendlich, nicknamed the Verstand. Developed back at the Luna, a computer-based system for assessing the capabilities for each member of the populace, determining their potential and the course of training to make the most of it.

"I also," the Doctor added sternly, "remember thinking that such a thing shouldn't really work; not if you wanted to preserve a modicum of free will."

"But it did work," she insisted. "For years, it worked. Our colony thrived; the people were happy and productive. But then one day, there were…" she paused, apprehensively, "rumours. That there were people miscategorised. Or people that the system refused to place at all."

The Doctor eyed her suspiciously. "You were the Governor here. Wouldn't you, of all people, know if they were rumours or…" He let his voice fade off, seeing that Cleo's swift flush spoke more than words.

"I didn't know, for a long time. And when I found out they were true, that the technicians and officials had been hiding the reports…" She shrugged, a tiny gesture of helplessness. "I was old already; and who listens to the warnings from a relic of a bygone age? The officials named me as Governor Emeritus and I was politely asked to step down and retire from society, to tacitly give my blessing to how we have grown and flowered."

"Except…?" The Doctor leaned forward, capturing her hand in his.

"Except it hasn't grown; has it, Doctor? It has stagnated. The rumours are true – and they are getting worse. Once, it was one in a thousand who was uncategorised. When they forced me from office, it was one out of two hundred… and that was ten years ago.

"I sent you a message because I need your help. We have to change things; they can't continue as they are."

He sat still for a moment, her hand in his. Tried to think of what to say, how he could help.

"What about the boy?" he asked suddenly. She shifted uncomfortably in her chair.

"He is," she said softly, "the leader of the rebels. One of the uncategorized who ran away a long time ago, and has since come out of hiding as their figurehead. I didn't mean," she muttered, "for that to happen: the arrest, the crowd. I asked the police commissioner for a favour, to look out for him. He translated that into… what you just saw. Foolish of me to have gotten someone else involved; but my face is too known. If I were to wander into the rebel hideouts to seek him out myself, I would just be leading the danger straight into their lair.

"But you saved him." Cleo looked up at him, her eyes challenging him to disagree. "I saw you and that screwdriver right before the lamps burst into flame."

Useless to stammer or temporize; she'd seen him. Still, the Doctor shrugged, a ready lie on his lips as she shook her head.

"No," she said. "No need to say anything else. Thank you for saving him; it means more to me than you would realise. But I need to know, Doctor. Will you help me with this? Fix this world? Help us all?"

He paused for a moment; a long, long moment while he thought and weighed possibilities and made decisions.

The right thing to do would be to help. To step in, as he always did. Do some jiggery-pokery with the system, enable talks between the rebels and the government, restructure their society…

"No," he said finally. Softly. Cleo stared at him, her eyes wide with surprise.

"No?"

"No." The Doctor let out a small sigh, not looking at her. Not looking, in fact, at anything. Inside his mind his conscience twisted and shrieked, calling him an idiot and a coward; but he ignored it.

"I didn't want to come here, Cleo; I didn't want to be put into this position. And I'm sorry. Because I can't help."

* * *

"All of that, what you've just told me," Clara said slowly, "is a lot to take in."

The understatement of the year. She'd time-travelled to a future colony of Earth to find out they had a strange idea about predestination, about being trained for your abilities. She was currently having hot chocolate with the rebels, who wanted to change said ideas.

"The old stories," Maisie said softly, "of how we were back on Earth say that people could make up their own minds. They could be anything they chose… and there was no pressure on them, say if they had an innate ability for art and a head for mathematics that they _had_ to become an architect."

From her bitter tone of voice, Clara presumed that she was speaking from personal experience on that one.

"So you want to lead a rebellion to force the world to be like it was?" she asked. "Isn't that sort of..."

She paused, not knowing quite how to formulate her own thoughts to make them not sound offensive. "I'm not saying I agree with putting people on the Scrap Heap. But the past isn't -wasn't- always so great. I bet there are some people who this really helps…?"

"Where are you from, anyway?" Maisie asked. "I don't remember you saying."

"I didn't," Clara mumbled. "Lancashire."

"Lancashire… in England?"

"Do you know of another one?"

"No. But I wonder about it, Clara. Because, is that what it's like for you? You've someone to tell you: go here, do that? You never think for yourself? You never want to help those who are ignored or lost to be able to have a voice?"

"I do!" Clara bristled. "I think plenty for myself, and do what seems right-"

"But you think we shouldn't?" Matthieu was looking at her curiously, as though he was trying to figure out how her brain worked; and his lips tilted slightly upwards into a sardonic smile. Clara really didn't appreciate that expression.

"I don't think that we have the same idea of a rebellion," Matthieu said. There was a strength in his voice, a quality about him that was almost impossible to ignore. The strong set of his features, the girlishly long dark lashes framing blue eyes that were still sad and yet somehow fervently following the future he had in mind.

"I dream that one day we'll all be allowed to belong. True, the system works for some… but not all. In the last years, Shonslebn has become a race of intolerant sheep herded by hidebound dictators; and that's what I want to fix. Not just for us; though we here have _all_ been affected by the persecution of the Erste, seeing what has happened to either our sons or daughters, friends or sisters or brothers. Not even just for myself… because really," he gave a self-deprecating shrug, "I was one of the lucky ones. I had parents who loved me enough to hide me when I came of age, and a sister dedicated to my survival.

"But what about those who are too scared or don't know there are alternatives? Who should help the helpless?"

She didn't know what to say; and crestfallen, she slumped back in her chair. Examined her fingers, thinking hard about what he'd just said. Matthieu watched her for a moment, waiting for her to speak; but when she didn't, he sighed.

"This isn't even your fight," he said dismissively. "You're not from here, and I couldn't expect you to understand why we feel the need to fight the system, to give people the right to make the choices that suit their lives best."

"No," she murmured. "I understand why. If I lived here, maybe I'd even agree… a little, anyway. But I don't know what you think seven people can do."

"It's not just seven. And I still think," Matthieu said, "that if even one person makes a choice and stands up to say: 'this is wrong, let's talk about how to fix it'… I think that even one person can be a hero and change the world.

"But I suppose that's neither here nor there." He sighed, raking his hand through his hair. "Mais, did you get any response from Langbein yet?"

His sister checked her phone, squinting at the display. "Message just came in, ten minutes ago. He said the prisoner is definitely in the Hall; and if we hurry, he can sneak us in before his shift ends." She turned to Clara. "When you've gotten your friend back…?"

"We're leaving," Clara said decisively. She was ready to see the back of this place, to stop this conversation with the rebels and the faintly irritating but compelling Matthieu.

"Let's hurry then. We can get in there, pick up your Doctor, and you can be on your way from Shonslebn."


	5. Chapter 5

It was sometimes, the Doctor thought with a moment of self-pity, very difficult to be him. Especially lately. Everyone –even Time Lords– has that little voice nestled into your brain, subtly nudging you about right and wrong; and he'd always thought that in over a thousand years, he'd gotten rather good at tuning it out when he chose… but lately, after the Ponds and especially after Darillium, those innermost thoughts were sometimes too loud, too pointed at reflecting commentary about his faults and impetuous behaviour back at him.

And today, they were agreeing quite emphatically with Cleo; and not with the rest of him at all.

"I've known you all my life," she said to the Doctor, "and I've always thought that you were a fair man. That you helped those who needed it."

"I try," he answered. "I **do**. But the truth is…" He sighed, scrubbing his hand over his face.

"I _was_ back here five years ago in your timeline," he admitted. "I don't know when exactly it was for me. A long time ago, and I came to see… well, it doesn't matter what I came here for. The statues in your memorial park don't like a thing like the Founders by the way; they got the hair all wrong.

"But I saw then what was happening. How your society was changing. I'd always said that it was likely to happen that way; but there were those who disagreed with me. Who thought that what you were trying to do would one day prove fruitful, a stepping-stone for the future if you will. They saw it as a duty to help create your colony; no matter what I said."

Cleo was silent, drumming her fingers against the edges of the computer keyboard, and the Doctor tried desperately to think of what else he could say.

"Sometimes," he spread his hands out appealingly, "I can fix things or change things or nudge them onto different possibilities or timelines. But I think what's happened here… it was always meant to. A fixed point."

_No._

The Doctor closed his eyes tight for a moment, trying to drown that traitorous voice of his conscience.

_Stop lying, Doctor; to her __**and**__ to yourself! This is no fixed point; or you'd be able to feel those little threads of fate and destiny and time weave together into a Gordion's knot. This - this is a kink in the wires that was not intended. __**This **__is the possibility that was not meant to be; and you could fix it if you weren't being so ridiculously stubborn._

"There's nothing I can do…" he whispered. "And I wish you wouldn't ask for something I can't fix."

Cleo sighed, her eyes full of suppressed sadness. "So then you're telling me, Doctor, that you felt no responsibility five years ago -and none now- to help the legacy that River Song created here?"

His face tightened at the mention of that name; the one he was so careful to never, ever say for fear that the collection of memories he ran from would overwhelm him.

_Are you going to tell her the truth? It's not that you feel no responsibility. It's that just being here is difficult enough for you, too many memories. And if you help, you're afraid it could make you think too much of-_

"Because," Cleo's voice was sharp, piercing through that damnable whisper in his brain, "she always believed in what we would accomplish here."

"She did. And she was wrong."

_Oh, was she now? _His conscience sounded like it was smirking. Awful things, consciences. Too noisy, and at completely inappropriate times.

"I had hoped," Cleo continued, "that she would be there when you received my message-"

"Stop it." The Doctor spoke softly, each word feeling like it cost him piece of his hearts. He wasn't sure if he was talking to Cleo, or to himself.

"Clearly she wasn't. But if you were to contact her now, ask her opinion..."

The Doctor whimpered suddenly, eyes squeezing shut.

"She's gone," he whispered. "Died, a long time ago. I can't ask her, and I can't know what she'd want. It's not as though she's my conscience… like I'd hear her voice urging me to help you."

_Don't you ever get tired of Rule #1? Lies upon lies upon lies. You know that if I'd gotten that message, what I'd do._

He did. He knew that River would be in the front of the line, leading the rebels with guns blazing and a cheeky smile. He could hear her voice in his head, almost like she was standing next to him.

_There has always been potential in the foundations of this society to lead the way to tomorrow. I know what they're supposed to become; we have even visited the races in the future that will depend on them! And you're being a fool, Doctor, if you walk away. Don't you owe it to them, to me, to help if you can?_

"I can't," he mumbled. "I don't think I can give you what you need, here. Any of you." He opened his eyes, looking straight into Cleo's reproachful face.

"I thought you were the Doctor," she said softly. "A man who made things better. A very good man, River said, who would always be there if he was called."

"Maybe I'm not that man anymore." It hadn't been so very long ago that he'd been in Victorian London, hiding on a cloudbank after Darillium and wondering what he'd be without her.

_True. And maybe the good man that River Song chose to save again and again and again is just hiding underneath the selfish one trying to avoid pain, hmm?_

"Stop it!" he grumbled. Cleo looked at him. Her eyes narrowed, and as she opened her mouth –doubtlessly to ask what was wrong- the door flew open with a sharp bang, and Clara stepped inside. The Doctor didn't think he'd ever been so happy to see anyone in his entire life.

"Clara!" He was across the room in moments, pulling her into a quick hug. He buried his face into her hair, squeezing around her middle –tight, tighter- until she wriggled free, gasping for air.

"What did they do to you in here?" she asked, still breathless. He grinned at her.

"Oh, the usual. Bit of a chat, inspected their computer system, caught up with old friends." He gestured to Cleo, who had by this point stood up and walked over toward them. "Have you two met? No, of course not. Clara Oswald, this is the Governor Emeritus of Shonslebn, Cleopatra Riedl."

Clara's eyes went wide. "Cleopatra-"

"I call her Cleo," the Doctor said in a loud stage whisper.

"Thanks for the clarification," Clara whispered back. "So… Cleo Riedl. Is that a very common name around here?"

"I doubt," Cleo said dryly, "that it's a very common name anywhere. Pleased to meet you, Clara. May I ask how you managed to get into the Hall of Justice?"

Clara's cheeks turned slightly pinker than usual. "I had some help. Made some friends who managed to get me in, when I found out the Doctor was still here."

"Langbein," Cleo said with a decisive nod. "Good man. Helpful to have some members of the Erste in the police."

"You know about them?" Clara's eyes were wide. "But… you're the government! And they told me that you lot didn't approve…"

"Some don't." Cleo shrugged. "But I think that if the leaders of the Erste were to come out of hiding, stop with their cloak-and-dagger rescues and whispers underground, they might find they have more friends than they realise."

The Doctor was looking between the two of them, his eyebrows raised questioningly. He hated it when everyone else around him seemed to know more than he did. He was the Doctor, after all; and it was really unthinkable for him to be confused about what was going on.

"Have you," he asked, turning to his companion, "gotten yourself all mixed up in this?"

"No. Maybe a little, Doctor. I didn't mean to; it just… happened?" She was twisting her fingers together, looking up at him with large, appealing eyes. "The people I met were the rebels, and when we were waiting to find out where you were they told me about the culture of Shonslebn."

She hesitated. "Do you know what they do here? When you're seven, they figure out what you'll be good at, and plan your life accordingly for you. And if you don't fit in," she swallowed, "they kill you. I thought we were in the future, and your friend helped develop this colony? What sort of place is this?"

"It's a world," the Doctor said absently, almost like he wasn't even listening to her. His head was tilted to the side, eyes avoiding hers. "One like any other; that despite the good intentions they began with seems to have gotten twisted and turned into a society determined to enact the oldest story in the Universe. Distrust of anyone who isn't like you. Persecution and death to the people perceived as traitors to the correct order.

"Now a question for both of you. Who are the Erste? You've both mentioned them; to each other, not to me, I might add. Very rude to hide things. Especially if you want my help in fixing this."

"The rebels," Clara said promptly. "The ones who don't fit in."

"Were you at their headquarters?" Cleo asked intently. "Did you see the leader?"

Clara nodded. "Nice guy. Matthieu brought me to Boese Wolf for hot chocolate with the rebels."

_Boese Wolf. _His conscience was active again. _You don't need a translation, do you? Isn't it funny how Bad Wolf continues to follow you… how many more signs do you need to tell you that you're meant to do something here?_

"Doctor," Clara said, waving her hand in front of his face to get his attention, "I never said I wanted you to fix this."

"No," the Doctor admitted. "_You_ didn't. Everyone else thinks I should." His eyes flickered from Cleo over to the computer monitor, and back again.

"What do you think, then?" His gaze on Clara was deep, searching. "You think I should help? Because," he whispered, dropping his voice low and leaning in to her, "we don't _have_ to stay here and be part of their war. We can just leave. Right now."

Clara squinted at him suddenly. He sounded rather like he was pleading with her. Like he wanted her to justify some decision he'd already made, but thought would sound too bad to say for himself.

"Somehow," she stammered, "I had the feeling that's not exactly your thing, is it? Walking away if someone needs help? We didn't back on Akhaten; so why here, why now? Is it," she faltered, "because these are humans that you wouldn't want to save them?"

He scoffed. "Clara, I save humans all the time. Five hundred and thirty-eight times already, I've saved the human race."

_Thirty-nine. You do lose count, Doctor. Once more and you'll put it back in even numbers… _

The Doctor gritted his teeth, deliberately turning his back to the corner of the room where the computer was.

"This place has gone wrong," he said slowly. "This isn't what… yes, I do know that this isn't what Doctor Song intended. But there's nothing that says _I_ have to be the one to fix things. Left on their own, they could figure it out for themselves."

_Perhaps._

"Eventually," the Doctor continued. "But I'm asking what you think, Clara. You don't live here. We don't ever have to come back; and when you're back at home with your family and responsibilities and your life… would it really matter to you that in one small planet in one small corner of the universe, there are people who are unhappy?"

Clara's eyes widened in surprise. She opened her mouth, intending to say something, and closed it again.

"That sounds so…" She stared at him. "How could you ask me something like…" She was having trouble finishing her sentence.

It was funny; earlier that day she'd wondered about the level of his humanity when he'd seemed so calm about the crowd jeering at Matthieu. But then, he'd helped him.

And now… she looked deeply into his eyes, seeing a stranger looking back out at her. No empathy in there. Sorrow. Loss. Sadness. Fear. Selfishness.

"You are an alien, aren't you?" she blurted out, "if you think of it like that! Why would I _care_ that there are people I'll never see again who are happy? What sort of person are _you_, if you don't?"

"Because you should always help those who need it," she stated, aware that she had turned from reluctantly seeing the rebels' point of view to vehemently championing their cause. Mind, she wasn't quite sure how that happened… but maybe it was because in the face of the Doctor seeming so inhuman, it was up to her to do the opposite. "Because sometimes the people who need help the most are the ones who don't ask for it; or don't even think they need it… but who or what are you, not to even try?"

He wasn't meeting her eyes. Just staring into the corner of the room, with a pout on his lips, forehead a mass of creases.

"What are your people like?" Clara persisted. "What sort of alien are you? Because what did your world believe in? Taking away people's choices? Everyone should do what they're told to, when they're seven."

"In Gallifrey," the Doctor mumbled so low she could barely hear him, "it was eight."

"So then you agree?"

"I didn't say that."

"But," Clara pressed, "in not saying that, you're implying you think this world is right. That people shouldn't have choices? Is that what makes the best world, Doctor? Your friend, the one who organized this colony…is that what Doctor Song would've wanted to happen here?"

_Will you answer her the same way you answered Cleo? That sometimes the world goes wrong, but what's it to do with you?_

"I thought you said we don't walk away!"

_No, you don't. Sometimes you run._

"Stop it," the Doctor whispered. "Clara… all of you. Just…" He rubbed his hand against his eyes.

"Clara, it's complicated here. We don't walk away. We help…when we can. If we can. If it's the right decision..."

"But who decides when it's right? You?"

He ducked his head. "Once, my race was responsible for policing the universe."

"Once, but not now? Now, you're choosing not to?"

"Why," the Doctor asked bitterly, "does this make so much of a difference to you, Clara?"

She paused, taken aback at the defeated tone in his voice. "I – I don't know. I guess that… I think everyone should be able to make their own choices if something is right. With me; you know, I made the choice to stay with the Maitlands when their Mum died. It was really sudden; and I knew the kids were upset and," she paused reflectively, "I knew what that felt like, when someone disappears from your life. How much it hurts, and how much you want to forget them and the pain; but at the same time, you're afraid to because if you forget the bad then you might forget the good too, and that means they're really gone…"

The Doctor had turned to face her. Still frowning, but with his eyes suspiciously bright.

"I know," was the only thing he said. "I know you made a choice to stay with them. I know how strong you must be to do that." There was something in his expression that Clara filed away in her brain to think about later. That lost look in his eyes; the hint of grief that permeated his entire being. She wasn't sure who he'd lost (did aliens have parents?) but it was obviously someone close.

"I'm not saying what I did is the same thing _at all_ as what's going on here, or that my decisions are close to what the Shonslebns are facing. But I understand Matthieu, now. If you're in the position to be stronger –physically, mentally, emotionally– than other people who are lost… then isn't there the slightest responsibility on your shoulders to make a choice and try to help?"

"You think," the Doctor said slowly, "that everyone deserves to make their own choices about what is right for them. Who to save…"

Clara nodded.

He could feel their eyes on him. Cleo and Clara both, watching him with bitten lips and bated breath.

And in the corner, by the computer. He could almost _see_ River there, with that expression on her face that he loved. It wasn't her usual sly smirk, but her _smile_…the one that she gave him when he was particularly clever or brave, when she was especially proud of him.

_Well done, sweetie. _He could almost hear her whisper, the laughter in her voice.

_I like this one. She'll keep you honest._

"Oh…" he breathed, "stop looking so worried, all of you! Of course I'll help. That's what I do, right?"

_I'd hoped so._

"Well." He turned to Cleo, clapping his hands. "Take me to your leader... Ooh. I've always wanted to say that. Even though I suppose this isn't a leader, is it? It's a computer system that I'll have to reconfigure, add another field for the uncategorized..."

"Wait... You'll help?" Clara stared at him, feeling confused by his sudden about-face.

"Course I will. Can't leave this world wrong. And anyway, my-" he ducked his head down, fingers flying over the computer keyboard and his words emerging muffled "-thought like you."

"Your what?" she asked. The Doctor made a grunt of impatience.

"Doctor Song said that…something like that. It's all about the choices you make. Who you save when you think it's right."


	6. Chapter 6

"Is he always like that?" Clara whispered to Cleo, her eyes straying toward the Doctor. He was lying half underneath the computer monitor with only his legs sticking out, and she swore it looked like he was talking to himself.

"Strange?" Cleo asked. "Oh my, yes."

"So you've known him a long time, then?"

"All my life. He was there when I was born; flitting around my entire life until a few years ago. I don't suppose he told you, but I was one of the original colonists. I was on the very first transport."

"Oh!" Clara brightened. "So then you knew Doctor Song, too? Were they good friends?"

Cleo gave her a very curious look. "You could say that."

"A fellow alien, then?" In her head, Clara was sketching out a picture of the Doctor and his friend standing around whatever an alien water cooler looked like… she was picturing it as a bright pink fountain, for some reason. And Doctor Song was much like her Doctor –waistcoat, bowtie, pocket watch- but perhaps with some sort of mad, unruly hair…

"Fellow time traveler," Cleo corrected her gently. "They always met in the wrong order, but it never seemed to matter to them."

Clara nodded absently. Funny; but the way she was picturing Doctor Song made him look rather like Einstein.

"He's not been around for a long time," Cleo said. She sighed, looking at the Doctor's enthusiastically wriggling legs, one hand groping until he put his hand on the right tool to pull it back under the monitor with him. "He missed a lot here."

"The world going wrong?"

"Yes, that too. But on a personal level… for so long, he'd been around on all the important days of my life. He was like my godfather, you see. He was even there for the birth of my children."

Clara bit her lip, watching Cleo with a tiny smile.

"And grandchildren? What about any great-grans? You've got lovely eyes, by the way. Super shade of blue."

Cleo laughed. "Familiar, are they?"

"A bit. I noticed it earlier; you look a lot like Maisie, when you smile. But Matthieu has your eyes. Didn't he ever think to talk to you...I mean, if he was Erste but related to the Governor…?"

"They are the children of my youngest grandson, who was… well," Cleo sighed, "there are black sheep in every family. We were never very close, and therefore no one thought to say it. Also, they didn't trust anyone in the government; not even me.

"It's a pity though. There are far more Erste out there than they realised. Two sects, if you will. The underground rebels, and those on the periphery of power; but both needing each other to make a difference.

"And," she glanced at the Doctor out of the corner of her eye, "him. To lay the basis for change."

"It was a good idea though, wasn't it?" Clara said, helping Cleo to her feet so they could both check on the Doctor's progress. "The Verstand."

"It was," Cleo agreed. "It has an intelligence about it, a very great one to catalogue and mold human nature; our abilities and weaknesses. I don't suppose we'll ever know exactly why it seemed to turn against us; but still, I have hopes that one day it will work again, the way that it should."

"That day might be today," the Doctor said cheerfully, poking his head out. "I've added the sub-categories back in, put in codes to account for margins of error…"

_And the different assessment stages, to assure that what people are –or aren't- categorized for when they're young will still work for them as they grow older?_

"And I've even put something in," the Doctor added, "so that you can be assessed at different ages. Make sure that no matter how old you are, you're still working toward your best potential."

"That's clever," Clara said, leaning toward him.

The Doctor reflexively tweaked his bowtie, beaming up at her. "I do tend to be, yes."

_A very clever boy, with the hair of an idiot._

He hastily smoothed his fringe back as he sat up, hearing laughter echoing in his head. Really; consciences were very overrated. Especially when they had the nerve to comment on physical appearance.

* * *

"I didn't say goodbye," Clara said, a little sadly as they wandered back into the TARDIS. She wrapped her arms around her stomach, peering curiously at the Doctor. "Are we ever going back there?"

"Did you want to?" he asked. "Check in on them, have a chat with the rebels, lead them in their revolution…?"

She hesitated. "No. I didn't mean to get involved in the first place. But I wish I'd said goodbye to Maisie. And to Matthieu. Wished them luck.

"I suppose that Cleo will tell them for me. I gave her a message for Matthieu, anyway."

The Doctor raised an eyebrow, questioningly; and a slight colour flooded into Clara's cheeks.

"I told her to tell him that maybe next time it'll be the right time to flirt."

"Ah…" He was obviously caught off guard. "Good? Flirting. Yes, there are good times for flirting… or bad times. Or wrong people to flirt with."

Clara stared at him.

"Yes," he said, fiddling with the console. "I'm sure she'll deliver the message. Anyway. We should be off. Nothing more we can do, here."

"So that's what travelling with you is like? Stopping into a place for hot chocolate and to restructure their society… are you sure we didn't have to stay and help?"

He made a little scoff of distaste. "That's not really what we do, Clara. Gave them the tools and the opportunity to move forwards themselves; and that's quite enough. Besides," he shuddered, "hanging around, talking and talking and talking to try to come to a conclusion? That sounds miserable."

"You mean," Clara asked, glancing at him slyly, "that you don't like talking? Could've fooled me." She grinned when he sputtered in outrage.

"You," he stated, "are being quite cheeky."

"You," she mocked, "deserve it. Were you really not going to help them, until I asked?"

His smile faded slightly. "I wanted to see what you'd say," he muttered uncomfortably. "If you'd care enough to find the words to persuade me."

"So… you were giving me a test? What if I'd failed?"

"But you didn't," the Doctor said.

"I suppose not. But that's not really fair, is it? Their survival, depending on if I said the right thing? Does that happen around you a lot?"

"Well…" He leaned his hip against the console, lost in thought. "Maybe. The thing with being so old, Clara, is that sometimes things get much less immediate. Or in trying not to forget, then you cause the exact opposite to happen. You forget what things are or what they meant to you."

"You're talking in riddles, Doctor. Can't you answer a question yes or no?"

"Yes."

"Yes, you can answer a question; or yes, it happens around you a lot?"

"Take your pick, Clara."

She huffed out an exasperated sigh; and he turned away, one hand resting on the zigzag plotter.

"I can tell," he answered softly. "I usually can, when I meet someone. Who they are, what they'll be like… because this, here," he waved his arm around the TARDIS, "can do your head in, if you're not careful. Time travel has responsibilities, Clara. I don't take just anyone out for a treat. I have to know them. Know if they can handle it."

She nodded slowly. "So you were testing me, to see if I could?"

It hadn't been the only reason, but he nodded anyway. "And you passed! Flying colours."

"So then…" she narrowed her eyes, "you did me understand all along, didn't you? You," she smirked, "understand what it's like to have responsibilities! Things you have to pay attention for, things you can't just ignore or walk away from…"

Suddenly sensing he'd wandered right into a trap, the Doctor hesitated. "Not like you," he said finally.

"But you do," she insisted. "Things you must do or decide when it's the right time...?"

He turned to face her, his hand stilling on the controls.

"Not like you," he said again.

But he was lying. She could tell, suddenly; and she rolled her eyes.

"You know," she said, reaching over to scoop up her coat, "you complain that I have too many rules, about travelling. But I think you've got some of your own, don't you? Hasn't anyone ever told you that lying is wrong?"

_I definitely like her. Figured out Rule #1, all by herself._

The Doctor scowled.

"I don't lie," he protested.

_You do._

"You do," Clara said in an uncanny echo to someone the Doctor knew couldn't be there. Someone he never even acknowledged was there, outside of occasionally –and privately- admitting that his vociferous conscience had the voice of his late wife; and maybe that was why he tried so hard to ignore it.

"Shut up," he muttered. Clara giggled, a shadowy ghost lounging in the corner of the console room laughed; and even the TARDIS let out a little hum that he just _knew _was amusement-based.

"So then I'll drop you back at home?" he asked quickly, looking over to Clara. "Unless, of course, you'd like to take another trip? I was thinking Las Vegas." He splayed his fingers out, shaking them jazz hands-style into her face. "You'll love it… the lights alone. Or maybe the mountains of Aylan… never thought to ask, but do you like hiking? You'll need different shoes for that. Well, I told you there's a wardrobe on the TARDIS. I'm sure there would be something you could wear. I've got all sorts of things in there…

"Ah." He finally stopped talking, realising that Clara was shaking her head.

"Angie has an exam tomorrow; and if I'm not there to make her revise, I bet she'll stay on the phone with Nina all night. And Artie's kit is still smelling up his room after his game last Saturday… so I've got to do laundry, get tea ready."

He looked slightly disappointed, but then he nodded. "Responsibility calls."

"And I have to answer. But next week… Wednesday alright for you?" She grinned at him. "Hiking and adventure can wait. I've got a new dress that would just _love _to see Vegas."

His face lit up. "Wednesday, then. Vegas, Clara…you'll love it."

* * *

_Author's note: Aaaaand, that's all, folks! __One quick note: the language here is Germanic (and yes, I know, I have butchered translations. What can I say... language shifts. Things are quite different by the 51st Century...)_

_However- 'Gross Verstaendlich' roughly translates to 'Great Intelligence'. (Thus tying this into the arc for series 7b…)_

_Thanks for reading! And if you liked it, please review!_


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